Afcon Book.indd - Afcons Infrastructure Ltd.

AFCONS OFFSHORE AND MARINE SERVICES PRIVATE LIMITEDCOMPLIANCE CERTIFICATETo the Members,Afcons Offshore and Marine Services Private Limited.‘AFCONS HOUSE’16, Shah Industrial Estate,Veera Desai Road, Azad Nagar P.O.,Andheri (West), Mumbai - 400 053.ANANT B KHAMANKAR & CO.COMPANY SECRETARIES21, Sethi Mansion, 3rd Floor, Kumtha Street,Ballard Estate, Mumbai 400 038.Tel: 2263 5450 TeleFax: 91-22-2269 2961Mobile : 98200 44752E-mail: anant@khamankar.comWe have examined the registers, records, books and papers of Afcons Offshore and Marine Services Limited [the Company] as required to bemaintained under the Companies Act, 1956, [the Act] and the rules made thereunder and also the provisions contained in the Memorandum andArticles of Association of the Company for the financial year ended on 31st March 2010 [financial year]. In our opinion and to the best of ourinformation and according to the examinations carried out by us and explanations furnished to us by the Company and its officers, we certify thatin respect of the aforesaid financial year:1. The Company has kept and maintained all registers as stated in Annexure ‘A’ to this certificate, as per the provisions of the Act and the rules madethereunder and all entries therein have been duly recorded.2. The Company has duly filed the forms and returns as stated in Annexure ‘B’ to this certificate, with the Registrar of Companies, Regional Director,Central Government, Company Law Board or other authorities within the time prescribed under the Act and the rules made thereunder.3. The,Company, being a private limited Company, has the minimum prescribed paid up capital and its maximum number of members during the saidfinancial year were 7 (Seven) excluding its present and past employees and the Company during the financial year;a. has not invited public to subscribe for its shares or debentures; andb. has not invited or accepted any deposits from persons other than its members, directors or their relatives.4. The Board of directors duly met 6 (Six) times respectively on 22nd day of April, 2009, 24th day of June, 2009, 29th day of June, 2009, 30th day ofSeptember, 2009, 16th day of December, 2009 and 23rd day of March, 2010 in respect of which, proper notices were given and the proceedings wereproperly recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purpose.5. The Company has not closed its Register of Members or Debenture holders during the financial year.6. The Annual General Meeting for the financial year ended on 31st March, 2009 was held on 30 September, 2009 after giving due notice to the membersof the Company and the resolutions passed thereat were duly recorded in Minutes Book maintained for that purpose.7. One Extraordinary General meeting was held on 29th day of April, 2009 after giving due notice to the members of the Company and the resolutionspassed thereat were duly recorded in Minutes Book maintained for that purpose.8. The Company has not advanced any loans to its directors or persons or firms or companies referred to under Section 295 of the Act.9. The Company has not entered into any contracts falling within the purview of Section 297 of the Act.10. The Company was not required to make any entries in the register maintained under Section 301 of the Act.11. As there were no instances falling within the purview of Section 314 of the Act. The Company has not obtained any approvals from the Board ofdirectors, members or Central Government, as the case may be.12. The Company has not issued any duplicate certificates during the financial year.13. The Company has :i. Transferred securities during the financial year.ii. Not deposited any amount in a separate Bank Account as no dividend was declared during the financial year.iii. Not posted warrants to any member of the Company as no dividend was declared during the financial year.iv. Duly complied with the requirements of section 217 of the Act.14. The Board of directors of the Company is duly constituted. There were appointments of alternate directors and directors to fill casual vacancy duringthe financial year and resignations during the financial year.15. The Company has not appointed any managing director/ whole-time director / manager during the financial year.16. The Company has not appointed any sole selling agents during the financial year.17. The Company was not required to obtain any approvals of the Central Government, Company Law Board, Regional Director, Registrar of Companiesand / or such authorities prescribed under the various provisions of the Act.18. The directors have disclosed their interest in other firms/ companies to the Board of directors pursuant to the provisions of the Act and the rules madethereunder.19. The Company has not issued any shares, debentures or other securities during the financial year.20. The Company has not bought back any shares during the financial year.21. There was no redemption of preference shares or debentures during the financial year.22. There were no transactions necessitating the Company to keep in abeyance the rights to divided, rights shares and bonus shares pending registrationof transfer of shares.23. The Company has not invited/ accepted any deposits including any unsecured loans falling within the purview of Section 58A during the financial year.24. The Company has not made any borrowings during the financial year ended 31s’ March, 2010.25. The Company has not made any loans or advances or given guarantees or provided securities to other bodies corporate and consequently no entrieshave been made in the register kept for the purpose.26. The Company has not altered the provisions of the memorandum with respect to situation of the Company’s registered office from one state to anotherduring the year under scrutiny.27. The Company has altered the provisions of the memorandum with respect to the objects of the company during the year under scrutiny.28. The Company has altered the provisions of the memorandum with respect to name of the company during the year under scrutiny.29. The Company has not altered the provisions of the memorandum with respect to share capital of the company during the year under scrutiny.30. The Company has altered its Articles of Association during the financial year.31. There were no prosecutions initiated against or show cause notices received by the Company, during the financial year, for offences under the Act.32. The Company has not received any money as security from its employees during the financial year.33. The Company has not deducted any contribution towards Provident Fund during the financial year.Place : MumbaiDate: 10 th June, 201060FOR ANANT B. KHAMANKAR & CO.ANANT B. KHAMANKARFCS No.: 3198CP No.: 1860